XOTC:ARVM Annual Report 10-K Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


  X  .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2012


      .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from                to                     


Commission file number:  333-176169


MIRAGE CAPITAL CORPORATION

(Exact name of small business issuer as specified in its charter)


Nevada

45-2426430

(State or other jurisdiction of

incorporation  or organization)

(I.R.S. Employer Identification No.)


2850 W. Horizon Ridge Parkway,

 

Suite 200, Henderson, NV 89052

(852) 3111 7718

(Address of principal executive offices)

(Registrant’s telephone number)


Alternative Energy Media, Inc.

3160 Camino del Rio South, #310, San Diego, CA 92108

(Former name, former address and former fiscal year, if changed since last report)


Copy of all communications to:

The Krueger Group, LLP

7486 La Jolla Boulevard

La Jolla, California 92037

858-405-7385


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      .  No  X  .


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes      .  No  X  .


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X  .  No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X  .  No      .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer (Do not check if a smaller reporting company)

      .

Smaller reporting company

  X  .


Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes  X  .  No      .


The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by the price at which the common equity was last sold: $23,500 as of December 31, 2011.


The number of shares of the registrant’s common stock outstanding as of October 15, 2012 was 12,500,000 shares.


Documents incorporated by reference: None





Table of Contents


 

 

 

 

PART I

ITEM 1.

Business

4

ITEM 1A.

Risk Factors 

7

ITEM 1B.

Unresolved Staff Comments

14

ITEM 2.

[Removed and Reserved]

14

ITEM 3.

Legal Proceedings

14

ITEM 4.

[Removed and Reserved]

14

 

PART II

ITEM 5.

Market for Company’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

15

ITEM 6.

Selected Financial Data

15

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

15

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

19

ITEM 8.

Financial Statements and Supplementary Data:

20

 

 

Report of Independent Registered Public Accounting Firm

21

 

 

Balance Sheets at June 30, 2012 and June 30, 2011

22

 

 

Statements of Operations for the years ended June 30, 2012 and June 30, 2011 and the period  June 24, 2011 (inception) to June 30, 2012

23

 

 

Statement of Stockholders’ Equity for the period June 24, 2011 (inception) to June 30, 2012

24

 

 

Statements of Cash Flows for the years ended June 30, 2012 and June 30, 2011 and the period  June 24, 2011 (inception) to June 30, 2012

25

 

 

Notes to Financial Statements

26

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

31

ITEM 9A.

Controls and Procedures

31

ITEM 9B.

Other Information

31

 

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

32

ITEM 11.

Executive Compensation

33

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

33

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

34

ITEM 14.

Principal Accountant Fees and Services

34

 

PART IV

ITEM 15.

Exhibits

35

 

 

 

SIGNATURES

36

 




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FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K (“Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:


·

The availability and adequacy of our cash flow to meet our requirements;

·

Economic, competitive, demographic, business and other conditions in our local and regional markets;

·

Changes or developments in laws, regulations or taxes in our industry;

·

Actions taken or omitted to be taken by third parties including our partners, developers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·

Competition in our industry;

·

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

·

Changes in our business strategy, capital improvements or development plans;

·

The availability of additional capital to support capital improvements and development; and

·

Other risks identified in this report and in our other filings with the Securities and Exchange Commission (the 'SEC').

 

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Except as otherwise indicated by the context, references in this report to “Company”, “Mirage”, “MCC”, “we”, “us” and “our” are references to Mirage Capital Corporation. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.



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PART I


ITEM 1. BUSINESS


Mirage Capital Corporation (formerly known as Alternative Energy Media, Inc.) was incorporated under the laws of the State of Nevada on June 24, 2011. On June 28, 2011 we acquired certain websites and domain names from Windstream Partners, LLC. From June 24, 2011 (date of inception) through August 7, 2012, we had one employee, our founder and president, Matthew J. Zouvas. Mr. Zouvas devoted at least five hours each week to us but increased those hours as necessary.


The Company issued 5,500,000 shares of its common stock to Mr. Zouvas at inception in exchange for organizational services incurred upon incorporation. These services were valued at $5,500 upon issuance. Following our formation, we issued 4,500,000 shares of our common stock to Windstream Partners, LLC in exchange for three domain names and websites, all of which are currently available online in various forms, and otherwise may be redeveloped during the next few months with additional content and technology partners to provide alternative energy-related media online. The cost of the websites incurred by Windstream Partners, LLC was approximately $4,500, which is the same price at which we purchased them.


The Company with the closing of initial public offering in January 2012 issued a total of 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 with the SEC (the “Offering”). Twenty investors paid $0.01 per share for a total of $25,000 as a combined investment.


We are a development stage company and have no financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors indicated in their report on our financial statements, as provided in our effective registration statement on Form S-1, that “the Company has not established a source of revenue or financing, which raises substantial doubt about its ability to continue as a going concern.”


We will derive revenue from the sale of advertising, sponsorships, directing listings, affiliate commission revenue, lead generation, product sales, and related services to the alternative energy and clean tech sectors. In addition, we may derive revenue from various forms of advertising on our targeted websites with ads placed on our sites from large search engine companies such as Google and Yahoo and to small businesses that are seeking to purchase Internet traffic from potential purchasers of the goods or services that the business owner is offering as well as affiliate-based revenue which include commissions on alternative energy products and related services.


The principal products and services that we will provide through our websites are:


·

Alternative energy related media and content;


·

Products that relate to alternative energy, clean technology, and energy savings (such as solar panels, books on alternative energy, and small wind turbines);


·

Services that relate to energy savings, clean technology, and alternative energy (such as solar panel installers, energy efficiency audits, waste to energy technologies, and environmental consulting firms);


·

Advertisements for conferences and other educational related events that relate to the alternative energy industry;


·

Directory listings to service providers and vendors that provide products and related services to the alternative energy industry;


Please note that the above products and services will be provided by third parties and not directly by us. We act as a central resource and portal that enables our users to find and access the resources and information about vendors and products in the alternative energy industry.


Our principal sources of revenue will be:

 

·

Pay per click (PPC) advertising from providers (PPC is an Internet advertising model used on websites, in which advertisers pay their host only when their ad is clicked. With search engines, advertisers typically bid on keyword phrases relevant to their target market. Content sites commonly charge a fixed price per click rather than use a bidding system - revenue code: ppc);


·

Lead generation represents a visitor on our website completing a form or clicking on a link that refers that visitor as a potential customer and lead to another third party that provides a particular product or service. Once the lead is received by the third party, the Company receives a lead referral fee. (revenue code: lgn);



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·

Affiliate revenue from a company, usually offered through an affiliate network such as ClickBank, Commission Junction, or the like whereby we receive a commission pursuant to the sale of a product or service that occurs from the traffic directed to their site (revenue code: aff);


·

Sponsorship advertising is when we obtain a corporate sponsor to directly advertise on a section or our entire site (revenue code: spa); and


·

Directory listings are when local companies and service providers pay us to have a premium listing on our sites and the functionality of the directory listings is upgraded and offered into each one of our websites (revenue code: dir).

Each of the services described above may be found at any one of our web sites identified below:  


·

AlternativeEnergyMedia.com – currently provides information on products and resources within the alternative energy industry. This website is enabled by our content partner, Domain Holdings, which is also the content partner for our other websites. AlternativeEnergyMedia.com will be redesigned to act as the Company’s portal for all of our corporate related communications and to promote our initiatives towards alternative energy and clean technology, as well as act as a hub to connect with our other websites.


·

AlternativePowerMall.net – acts as an e-commerce store that provides a wide variety of products relative to alternative energy and clean technology. This website is also enabled through our content partner, Domain Holdings, whereby we receive a fee on a per click-thru basis for any products that are clicked on. Future planned services include lead generation, directory listings, and sponsorships.  Current revenue capabilities: ppc, aff


·

SolarPowerProducts.us – acts as a media venue that covers products and related services focused on solar power. We intend that this site also have direct ecommerce capabilities or direct affiliations with solar product manufacturers in order to generate affiliate revenues, product sales, lead generation, and directory listings. Current revenue capabilities: ppc, aff


We have undertaken limited redevelopment of each of our websites. Each domain name and respective website was originally a text-based website that just housed links to advertisers that served advertisements from major companies including Yahoo or Google. Shortly after we acquired the websites and domain names, we changed our content partners and the focus of our websites became more highly associated with the alternative energy industry. In addition, we added a more graphical and appealing content presentation, as well as an array of alternative energy products that are displayed on the websites. These changes required relatively minimal programming and we incurred no additional costs or expenses because these changes were included as part of the Company’s original purchase of the domains and websites.  

We will make arrangements for earning fees either:


·

By entering direct agreements with companies offering alternative energy products and services that provide an affiliate program, or lead generation programs, most of which can be set up and managed online, or


·

Through a PPC marketing or Internet advertising firm that specializes in Internet marketing and online advertising. We intend to use services offered by firms such as Google, Yahoo, or Domain Holdings, or any combination thereof, for our PPC marketing, and use any one or more of the affiliate networks for our alternative energy affiliate revenue sources.


Our procedures may be referred to as parked domain monetization, which is a technique used primarily by domain name registrars and Internet advertising publishers to monetize type-in traffic visiting a parked or minimally developed domain name. Type-in traffic is a term describing visitors landing at a web site by entering a keyword or phrase (with no spaces or a hyphen in place of a space) in the web browser's address bar (and adding .com or any other generic top-level domain or country code top-level domain such as .us). The domain name will usually go to a web page containing advertising listings and links. These links will be targeted to the predicted interests of the visitor and may change dynamically based on the results that visitors click on. Usually the domain holder is paid based on how many links have been visited (e.g. PPC) and on how beneficial those visits have been. The keywords for any given domain name provide clues as to the intent of the visitor before arriving.


We will work to negotiate agreements with websites and others to maximize banners and PPC arrangements. We have a number of key website names to be used for this purpose. We cannot predict the likelihood or timing of our success, however.



5




Timing


Since acquiring the three websites, most of our resources and work have been devoted to planning our business, implementing systems and controls, and completing our registration statement. Since we recently completed our Offering, our efforts have been focused towards optimizing our business and marketing plans, as well as raise additional capital, of which there can be no assurance, to begin the work to update and further enhance our three websites. We will then need to begin introductory marketing to attract retailers to advertise on our sites. We believe that the work needed to enhance and complete each website will range from $15,000 to $40,000 per site over the next 12 to 18 months if outside contractors and experts are used. If we can raise funding to outsource these procedures, of which there are no assurances, we can open at least some of the additional functionality and revenue channels on our websites within approximately one year. If we have to use our internal resources only, the process will take much longer and will be done one website at a time. There can be no way to estimate how much time would be required in that case. Our goal would be to have all three websites up and running with the added functionality and multiple revenue channels within one year, but there is no way of estimating what the likelihood of achieving that goal is.


Competition


We will compete with companies that provide both mainstream and specialty niche oriented content and media sites focused within the alternative energy and clean technology sectors, as well as referral and affiliate programs and advertising services that are similar to our services. Many current and potential competitors have and can devote substantially greater resources to promotion, website and systems development than we can. In addition, as the use of the Internet and other online services increases, larger, well-established and well-financed entities may continue to acquire, invest in or form joint ventures with providers of Web directories, search and information services or advertising solutions. Existing providers of Web directories, search and information services or advertising solutions may continue to consolidate.


In addition, we cannot provide any assurance that another search service will not successfully offer a competitive affiliate/referral advertising service. We believe it is likely that there will be additional entrants to the affiliate/referral search market. These competitors will compete against us for affiliate arrangements. This competition could cause us to enter into affiliate agreements with less favorable terms or lose affiliates or potential affiliates.


We will face competition for user traffic within the search marketplace, which affects the number of paid introductions on our service. If the users of these affiliates prefer the services offered by the competitors with whom we do not have a relationship, the businesses of our affiliates may suffer. This may in turn have a material adverse effect on our business, operating results and financial condition. In addition, many of our affiliates compete with one other, and this may make it difficult for us to develop some affiliate relationships.


We also compete with providers of pay-per-click search services and other search services, Internet service providers, other websites and advertising networks such as Double-Click, Inc. and 24/7 Media, Inc., as well as traditional offline media such as television, radio and print and direct marketing companies, for a share of advertisers total advertising budgets. Accordingly, we may face increased pricing pressure for the sale of advertisements and direct marketing opportunities. This could have a material adverse effect on our business, operating results and financial condition.


We will compete using our ability to develop opportunities that we will be able to take advantage of quickly. However, we cannot predict the likelihood or timing for our success. No assurances can be given that our competitive strategy will have any success.


Intellectual Property


We have no patents or trademarks.


Government Regulation and Industry Standards


There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.


Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the acceptance of the Internet as an advertising and e-commerce medium.



6




Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.


Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the U.S. as well, and the U.S. Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.


Employees


As of October 15, 2012, we had one employee, our president and chief executive officer, Mr. Kebi Huang Shi Yong. Mr. Huang provides at least 10 to 15 hours per week for the activities of the Company. Mr. Huang has held this position since August 7, 2012. As stated previously Mr. Zouvas, our founder and former chief executive officer devoted approximately five hours a week to us and increased those hours as necessary. There is no written employment contract or agreement with either our former officer Mr. Zouvas or with our current officer Mr. Huang. We will also use independent contractors and consultants to assist in many aspects of our business on an as-needed basis pending financial resources that become available to us.


WHERE YOU CAN GET ADDITIONAL INFORMATION


We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can access these reports and other filings electronically on the SEC’s web site, www.sec.gov.


We are not required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.


ITEM 1A. RISK FACTORS


The following risk factors should be considered in connection with an evaluation of our business:

 

In addition to other information in this Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our securities is established, the trading price of our securities could decline, and you may lose all or part of your investment.


Risks Related to the Business


MCC has virtually no financial resources. Our independent registered auditors’ report, as of June 30, 2012 includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.


We are an early stage company and virtually have no financial resources. We have negative working capital of $23,996 and stockholders’ deficit of $20,396 at June 30, 2012. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended June 30, 2012 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.


Because we have not commenced revenue-producing business operations, we face a high risk of business failure.


We were formed in June 2011. All of our efforts to date have related to developing our business plan and beginning business activities, including the acquisition, re-development and indexing of websites to reflect the alternative energy media industry.  Through June 30, 2012, we had no operating revenues. We face a high risk of business failure.



7



Most of our competitors, which include well known websites like Yahoo, MSN and Reuters, have significantly greater financial and marketing resources than do we.


Most of our competitors, which include well known websites like Yahoo, MSN and Reuters, have significantly greater financial and marketing resources than do we. Many have sophisticated websites and the ability to advertise in a wide variety of media, including television. We will principally depend on the business contacts of our president and word of mouth. There are no assurances that our approach will be successful.


We will be dependent on the alternative energy industry and news/media content suppliers.


Our financial prospects will be significantly dependent upon our sale of alternative energy media-related services. Alternative energy media consumption, including the attendance of alternative energy and clean tech conferences, reading materials, and paid-for content, is dependent on personal discretionary spending levels. As a result, sales of alternative energy media-related content, and the advertising on our websites tend to decline during general economic downturns and recessions. Accordingly, the current economic recession has led to a weakening in the fundamental demand for our services. In addition, unforeseen events beyond our control, such as a breakdown in alternative energy technologies, a failure to portray alternative energy and related technologies in a positive light, the lack of newsworthy stories and events taking place in the alternative energy industry, the imposition of taxes or surcharges by regulatory authorities towards alternative energy related services and products, also may adversely affect the alternative energy media industry and our business and results of operations.


Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.


Our revenues and operating results are likely to vary significantly from quarter to quarter because our industry experiences fluctuations, which reflect personal sentiment and interest for the alternative energy related media and services offered by our websites. We believe that traditional media consumption, home improvement, and energy savings related projects in the United States and Europe are higher in the fourth and first calendar quarters of the year as consumers are inside more, consume more energy-related resources for warmth, and are online more as opposed to the spring and summer months. In the second and third quarters of the calendar year, demand for online media consumption and online sales in general in the United States and Europe generally declines as people are on vacation, travel more, and spend more time outside.


Because of these fluctuations and uncertainties, our operating results may fail to meet the expectations of investors. If this happens, the trading price of our common stock would almost certainly be materially adversely affected.


Our business could be negatively affected by changes in search engine algorithms and dynamics or termination of traffic-generating arrangements.


We will utilize Internet search engines and other media related demand aggregation websites, principally through the use of alternative energy- and green tech-related keywords, to generate traffic to our websites. Search engines such as Google frequently update and change the logic which determines the placement and display of results of a user’s search, such that the placement of links to sites can be negatively affected. In addition, we are likely to purchase web traffic from a number of sources, including some operated by our competitors, in the form of pay-per-click arrangements that can be terminated with little or no notice. If one or more of such arrangements is terminated, or if a major search engine, such as Google, changes its algorithms in a manner that negatively affects the search engine ranking of our websites or our third-party distribution partners or changes its pricing, operating or competitive dynamics in a negative manner, our business, results of operations and financial condition would be adversely affected.


Our success depends upon the continued commercial use of the Internet, and acceptance of online advertising as an alternative to offline advertising.


The percentage of the advertising market allocated to online advertising lags the percentage of time spent by people consuming media online by a significant percentage. Growth in our business largely depends on this distinction between online and off-line advertising narrowing or being eliminated. This may not happen in a way or to the extent that we currently expect. Many advertisers still have limited experience with online advertising and may continue to devote significant portions of their advertising budgets to traditional, offline advertising media. Accordingly, assuming that we succeed in commencing revenue-producing operations, we anticipate competing for advertising dollars with traditional media, including print publications, in addition to websites with higher levels of traffic. We believe that the continued growth and acceptance of online advertising generally will depend on its perceived effectiveness and the acceptance of related advertising models, and the continued growth in commercial use of the Internet, among other factors. Assuming that we succeed in commencing revenue-producing operations, any lack of growth in the market for various online advertising models could have an adverse effect on our business, financial condition and results of operations.



8




Current questionable activities in the pay-per-click market may have an adverse affect on our business.


We understand that some firms that pay fees on a pay-per-click basis for marketing have found that some companies have used technologies that generate large numbers of questionable or phony clicks. In the industry, this is known as "click laundering." If this trend continues or is perceived to be getting worse, fewer companies may be willing to enter into pay-per-click arrangements.


There are significant potential conflicts of interest.


Our key personnel are required to commit time to our affairs and, according­ly, these individual(s) (particularly our president) may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, certain key personnel (particularly our president) may become aware of business opportu­nities which may be appropriate for presenta­tion to us, as well as the other entities with which they are affiliated. As such, there may have con­flicts of interest in determining to which entity a particular business opportunity should be presented. Mr. Huang works as an independent consultant and provides business development and advisory services to his clients. Because Mr. Huang is currently not receiving compensation from the Company for his services on an ongoing basis, he is presently devoting a portion of his time and attention on matters besides just the Company’s business.


We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.


As a development stage company which has nominal assets and no revenue, we could be considered a "shell company" and therefore be subject to more stringent reporting requirements.


The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. We are not a blank check company because from inception we have had, and continue to have, a specific business plan which we have begun to implement. Our balance sheet reflects that we have no cash and few assets and, therefore, we could be considered a shell company. The new rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans. However, the new rules do not prevent shell companies from registering securities pursuant to S-1 registration statements. Additionally, the new rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. If an acquisition is undertaken (of which we have no current intention of doing), we must file a current report on Form 8-K containing the information required pursuant to Regulation S-K within four business days following completion of the transaction together with financial information of the acquired entity. In order to assist the SEC in the identification of shell companies, shell companies are required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company. The SEC adopted a new Rule 144 effective February 15, 2008, which makes re-sales of restricted securities by shareholders of a shell company more difficult.


We are subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.


Following the effective date of our registration statement, we became a public reporting company and are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel may have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined and will have a major affect on the amount of time spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.



9




Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.


Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.


The costs of being a public company could result in us being unable to continue as a going concern.


As a public company, we have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business which would result in our being unable to continue as a going concern.


Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president.


We have only one director. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.


Risks Related to Our Common Stock


The offering price of our common stock was determined arbitrarily.


The price of our common stock issued in our Offering was not determined by any independent financial evaluation, market mechanism or even by our auditors and was, therefore, arbitrary. Our auditing firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of the Offering price. As a result, the price of the common stock in our Offering may not reflective of the value that may be perceived by any future market that may develop for our common stock. There can be no assurance that the shares offered are worth the price for which they were offered and investors may lose a portion or all of their investment.


Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.


We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy its obligations. In many instances, we believe that non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or a vote of the shareholders, to issue all or part of the authorized (100,000,000 shares) but unissued (87,500,000 shares). Additionally, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to the then-prevailing market. These actions will certainly result in dilution of the ownership interests of existing shareholders and further dilute common stock book value, and that dilution may be material.



10




The aggregate proceeds of the Company’s Offering was less than the estimated cost of our Offering, so the Company received no economic benefit from the completion of the Offering.


Our shares currently have no trading activity. The aggregate proceeds of the Offering ($25,000) was substantially less than the $42,089 in costs incurred in completing our Offering .We received little financial benefit from the completion of our Offering and have additional costs of our Offering that will have to be paid from the proceeds of operations or from other sources of capital such as loans from officers or from related and unrelated parties.


Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.


Our Articles of Incorporation at Article XI provide for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."


We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.


Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.


Through to date there has been no established trading market for our common stock, and most likely in the near future no established public market will ever be created for our securities. Our application to quote the shares of our common stock on the OTCBB, maintained by FINRA, was approved, and our trading symbol is “ARVM”, however, there can be no assurances as to whether


(i)

any market for our shares will develop;

(ii)

the prices at which our common stock will trade; or

(iii)

the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.


Since our shares of common stock are approved to be quoted on the OTCBB, we will try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.


In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.



11




Because of the anticipated low price of our shares, many brokerage firms may not be willing to effect transactions in our common stock. Purchasers of our common stock should be aware that any market that develops in our stock will be subject to the penny stock restrictions.


Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.


The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the “OTCBB” as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.


Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the SEC. The term “penny stock” is defined in Exchange Act Rule 3a51-1 as, among other things, as having a price of less than $5.00 per share as set forth in Exchange Act Rule 3a51-(1)(d). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.


The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.


Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will in all likelihood find it difficult to sell their securities.


The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.


We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:


·

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

·

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.


Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.


There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of our shareholders to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify the securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require the shares to be qualified before they can be resold by any of our shareholders. Accordingly, investors should consider the secondary market of our securities to be a limited one.



12




Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.


Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.


The vast majority of our issued and outstanding common shares are restricted under rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.


Ten million (10,000,000) shares of our presently outstanding shares of common stock (12,500,000 shares) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock each three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.


Of the 12,500,000 total issued and outstanding shares of our common stock, Harmony Innovation Investments International Limited (“Harmony”) owns 9,375,000 shares and Low Sen Kai (“Kai”) owns 625,000 shares, which may be sold commencing one year from the date we are no longer considered to be a “shell” company.


We do not expect to pay cash dividends in the foreseeable future.


We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.


Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.


The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market (as a result of Sarbanes-Oxley), require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.


Because none of our directors (which currently consists of one) are independent directors, we do not currently have an independent audit or compensation committee. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.


We may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.



13




You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.


As of December 6, 2011, we became subject to certain informational requirements of the Exchange Act, as amended, and are required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement became effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (of which we have no current plans to file). If this occurs after the first year in which our registration statement became effective, we will no longer be obligated to file periodic reports with the SEC and access to our business information would then be even more restricted. We may be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business will be limited.


For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.


ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


ITEM 2. [REMOVED AND RESERVED]


ITEM 3. LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 4. [REMOVED AND RESERVED]



14




PART II


ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market for our Common Stock


Our common stock is currently listed on the OTC Bulletin Board. Our common stock has been listed on the OTC Bulletin Board since August 9, 2012 under the symbol “ARVM.OB”. Our common stock however has not been quoted through the date of this Report. Because we are eligible to be quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.


Since our common stock was approved for listing, not approved for trading, and lacks quotation of a bid-ask after the date of this Report, we have no share price information to provide for the quarterly period occurring during the year ending June 30, 2012.


Shareholders of Record


As of October 15, 2012, an aggregate of 12,500,000 shares of our common stock were issued and outstanding and owned by 26 shareholders of record.

 

Recent Sales of Unregistered Securities


None.


Repurchase of Equity Securities


We have no plans, programs or other arrangements in regards to repurchases of our common stock.


Dividends


We have not since our founding June 24, 2011 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, tax laws and other factors as the Board of Directors, in its discretion, deems relevant.


Securities Authorized for Issuance Under Equity Compensation Plans

 

None.


ITEM 6. SELECTED FINANCIAL DATA


Selected financial data to our financial statements located elsewhere in this Annual Report on Form 10-K is not required for smaller reporting companies under Article 8 Regulation S-X.


ITEM 7. MANAGEMENTS’ DISCUSSION AND ANALYSIS 


Forward looking statements: Statements about our future expectations are "forward-looking statements" and are not guarantees of future performance. When used herein, the words "may," "will," "should," "anticipate," "believe," "appear," "intend," "plan," "expect," "estimate," "approximate," and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth under the caption "Risk Factors," in this Report, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. This Form 10-K does not have any statutory safe harbor for this forward looking statement. We undertake no obligation to update publicly any forward-looking statements.


Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.



15




Overview


The Company was incorporated under the laws of the State of Nevada on June 24, 2011. On June 28, 2011 we acquired certain websites and domain names from Windstream Partners, LLC. From June 24, 2011 (date of inception) through August 7, 2012, we had one employee, our founder and former president, Matthew J. Zouvas. Mr. Zouvas devoted at least five hours each week to us but increased those hours as necessary.


The Company issued 5,500,000 shares of its common stock to Mr. Zouvas at inception in exchange for organizational services incurred upon incorporation. These services were valued at $5,500 upon issuance. Following our formation, we issued 4,500,000 shares of our common stock to Windstream Partners, LLC in exchange for three domain names and websites, all of which are currently available online in various forms, and otherwise may be redeveloped during the next few months with additional content and technology partners to provide alternative energy-related media online. The cost of the websites incurred by Windstream Partners, LLC was approximately $4,500, which is the same price at which we purchased them.


The Company with the closing of its initial public offering in January 2012 issued a total of 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 with the SEC. Twenty investors paid $0.01 per share for a total of $25,000 as a combined investment.


We are a development stage company and have no financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors indicated in their report on our financial statements, as provided in our effective registration statement on Form S-1, that “the Company has not established a source of revenue or financing, which raises substantial doubt about its ability to continue as a going concern.” We will derive revenue from the sale of advertising, sponsorships, directing listings, affiliate commission revenue, lead generation, product sales, and related services to the alternative energy and clean tech sectors. In addition, we may derive revenue from various forms of advertising on our targeted websites with ads placed on our sites from large search engine companies such as Google and Yahoo and to small businesses that are seeking to purchase Internet traffic from potential purchasers of the goods or services that the business owner is offering as well as affiliate-based revenue which include commissions on alternative energy products and related services.


Results of Operations for the Fiscal Year ended June 30, 2012 and the Period June 24, 2011 (inception) to June 30, 2011:


Our operating results for the year ended June 30, 2012 and the period from June 24, 2011 (inception) to June 30, 2011 are summarized as follows:


 

 

Period ended

June 30, 2012

 

Period ended

June 30, 2011

 

Revenue

$

$

 

 

 

 

 

 

 

Professional fees and other expense

 

6,457

 

 

Amortization expense

 

900

 

 

Organization expenses

 

 

5,950

 

Net loss

$

(7,357)

$

(5,950)

 




16




Revenues


We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.


Expenses


Professional fees and other expense


Professional fees and other expenses were $6,457 and $0, respectively, for the year ended June 30, 2012 and for the period June 24, 2011 (inception) to June 30, 2011. Professional fees during the year ended June 30, 2012 totaled $5,997 incurred for our public reporting requirements and maintenance and hosting of our websites and domain names. During the year ended June 30, 2012 we incurred other operating expense of $460 which was primarily administrative costs of our business not related to our offering. Over the years we expect to incur significant legal and accounting, and other professional fees due to our public reporting requirements, as well as further development costs of our products in order to be brought to market. These costs will require us to seek additional financing.


Amortization expense


During the year ended June 30, 2012 we amortized our websites and domain names that were purchased from our founder. We recognized $900 in amortization expense for the year ended June 30, 2012. We amortize these costs over 60 months.


Organization expenses


During the period June 24, 2011 (inception) to June 30, 2011 we incurred organization expenses amounting to $5,950. This consisted of compensation to our founder of $5,500, and incorporation fees and expenses of $450.


Net loss


We incurred a net loss of $7,357 for the twelve months ended June 30, 2012 compared with a net loss of $5,950 for the period June 24, 2011 (inception) to June 30, 2011. Net loss for the year ended June 30, 2012 included costs associated with our website/domain name development which are not able to be capitalized.


Liquidity and Capital Resources


Our financial position as of June 30, 2012 and June 30, 2011 are as follows:


 Net Working Capital (Deficiency) 

 

As of

June 30, 2012

 

As of

June 30, 2011

Current Assets

$

1,364

$

-

Current Liabilities

 

25,360

 

450

 

 

 

 

 

Net Working Capital (Deficiency)

$

 (23,996)

$

   (450)


Our net working capital deficiency increased $23,546 from $450 at June 30, 2011 to $23,996 at June 30, 2012 or 5200% as a direct result of increases in accrued expenses and related party and un-related party loans entered into.


Cash Flows 

 

Year ended

June 30, 2012

 

Period ended

June 30, 2011

Net cash (used in) Operating Activities

$

(5,347)

$

-

Net cash (used in) Investing Activities

 

-

 

-

Net cash provided by Financing Activities

 

6,711

 

-

Increase (Decrease) in Cash during the Period

 

1,364

 

-

Cash, Beginning of the Period

 

-

 

-

Cash, End of the Period

  $

1,364

  $

-


Since June 24, 2011 (inception) through June 30, 2012, we secured $18,750 in loans from both a related party and two unrelated parties, $14,950 of which we repaid prior to June 30, 2012. As of June 30, 2012 we had cash on hand of $1,364. The Company incurred deferred offering costs of $42,089 for expenses directly related to our Offering which we recorded as of June 30, 2012. For the year ended June 30, 2012 we completed our Offering where we received $25,000 in net proceeds. We charged deferred offering costs against the additional paid in capital for which we received above par value. Despite the completion of our Offering we will seek additional financing to complete our business plan.



17




Purchase of Significant Equipment


We currently do not have plans to purchase any equipment, significant or otherwise over the next twelve months.


Government Regulation and Industry Standards


There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of products and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling products or otherwise operating our business.  


Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the acceptance of the Internet as an advertising and e-commerce medium.


Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. We and many other Internet companies will use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.


Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union and many countries within the EU have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the U.S. as well, and the U.S. Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of our users and subscribers which could harm our business and financial results.


Employees


As of October 15, 2012, we had one employee, our president, and chief executive officer, Mr. Kebi Huang Shi Yong. Mr. Huang is allowed to devote this time to our Company as he is not limited or restricted from being involved with us by his current employer. Mr. Huang is under no contractual agreement with the Company. However, our president, and chief executive officer’s current plan is to provide all administrative and planning work without any cash compensation while he seeks other sources of funding for the Company and its business plan.


There is no written employment contract or agreement in place with our founder, current or former president and chief executive officer.


Property


Our office and mailing address is 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, Nevada. This space is provided to us at no cost.  


Litigation


We are not party to any pending, or to our knowledge, threatened litigation of any type.


Significant Accounting Policies


The Company’s financial statements and related public financial information are based on the application of GAAP. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.



18




Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.


The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.


An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.


Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.


See footnote 2 to our Financial Statements for a description of recently issued accounting pronouncements.


Seasonality


We have not noted a significant seasonal impact in our business (or businesses like ours) although having just commenced operations it is too early to tell.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.


Material Events and Uncertainties


Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies. The continuation of our business is dependent upon obtaining further financing, a successful program of product development, marketing and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.


There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We have not entered into derivative contracts either to hedge existing risk or for speculative purposes.




19



ITEM 8. FINANCIAL STATEMENTS


MIRAGE CAPITAL CORPORATION

(FKA ALTERNATIVE ENERGY MEDIA, INC.)

JUNE 30, 2012



 

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

21

Financial Statements for the year ended June 30, 2012 and for the period June 24 (inception) through June 30, 2011:

 

Balance Sheets

22

Statements of Operations

23

Statement of Stockholders’ Equity (Deficit)

21

Statements of Cash Flows

25

Notes to Financial Statements

26

 

 





20



PLS CPA, A PROFESSIONAL CORP.

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 433-2979  t FAX (858) 764-5480

t E-MAIL changgpark@gmail.com t

_______________________________________________________________________________________________________





 Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders

Mirage Capital Corporation


We have audited the accompanying balance sheets of Mirage Capital Corporation (formerly known as Alternative Energy Media, Inc.) (a Development Stage “Company”) as of June 30, 2012 and 2011, and the related statements of operations, changes in shareholders’ equity and cash flows for the year ended June 30, 2012, and the periods from June 24, 2011 (inception) to June 30, 2011 and 2012. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation.  We believe that our audit provides a reasonable basis for our opinion.  


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mirage Capital Corporation as of June 30, 2012 and 2011, and the result of its operations and its cash flows for the year  ended June 30, 2012 and the periods from June 24, 2011 (inception) to June 30, 2011 and 2012 in conformity with U.S. generally accepted accounting principles.


The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/PLS CPA

____________________

  PLS CPA, A Professional Corp.


October 15, 2012

San Diego, CA. 92111





Registered with the Public Company Accounting Oversight Board



21




MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Balance Sheets


 

 

 

 

June 30,

2012

 

June 30,

2011

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

 

$

1,364

$

-

TOTAL CURRENT ASSETS

 

 

 

1,364

 

-

OTHER ASSETS:

 

 

 

 

 

 

Websites – Domain names, net

 

 

 

3,600

 

4,500

TOTAL OTHER ASSETS

 

 

 

3,600

 

4,500

TOTAL ASSETS

 

 

$

4,964

$

4,500

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

 

$

1,560

$

-

Accrued expenses

 

 

 

20,000

 

450

Loans – related party

 

 

 

1,900

 

-

Loans – unrelated party  

 

 

 

1,900

 

-

TOTAL LIABILITIES

 

 

 

25,360

 

450

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

 

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding

 

 

 

-

 

-

Common stock, $0.001 par value; 100,000,000 shares authorized; 12,500,000 and 10,000,000 shares issued and outstanding, as of June 30, 2012 and June 30, 2011, respectively

 

 

 

12,500

 

10,000

 Additional paid in capital

 

 

 

(19,589)

 

-

 Deficit accumulated during development stage

 

 

 

 (13,307)

 

(5,950)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

(20,396)

 

4,050

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

$

4,964

$

4,500



See Notes to the Financial Statements.




22



MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Statements of Operations


 

 

For the year ended

June 30, 2012

 

For the period June 24, 2011 (inception) through

June 30, 2011

 

For the period June 24, 2011 (inception) through

June 30, 2012

 

 

 

 

 

 

 

Revenue

$

-

$

-

$

-

Expenses:

 

 

 

 

 

 

Professional fees and other expenses

 

6,457

 

-

 

6,457

Amortization expense

 

900

 

-

 

900

Organization expenses

 

-

 

5,950

 

5,950

Loss before provision for income taxes

 

7,357

 

5,950

 

13,307

 

 

 

 

 

 

 

Provision for income tax

 

-

 

-

 

-

 

 

 

 

 

 

 

Net loss

$

(7,357)

$

(5,950)

$

(13,307)

 

 

 

 

 

 

 

Basic and diluted loss per share

$

 (0.00)

$

 (0.00)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic and diluted

 

11,304,918

 

4,285,714

 

 

 

 

 

 

 

 

 



See Notes to the Financial Statements.



















23







MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Statement of Stockholders’ Equity (Deficit)


 

Common

Stock

Common

Stock

Amount

Additional

Paid-

in-capital

Deficit Accumulated

During Development Stage

Total

Balance - June 24, 2011 (date of inception)

-

$           -

$         -

$          -

$        -

Shares issued for services on June 28, 2011

5,500,000

5,500

-

-

5,500

Shares issued to acquire websites and domain names on June 28, 2011

4,500,000

4,500

-

-

4,500

Net loss – for the period June 24, 2011 (inception) through June 30, 2011

-

-

-

(5,950)

(5,950)

Balance – June 30, 2011

10,000,000

10,000

-

(5,950)

4,050

Shares issued for cash on December 23, 2011

2,350,000

2,350

21,150

-

23,500

Shares issued for cash on January 6, 2012

150,000

150

1,350

 

1,500

Deferred offering costs charged to capital

-

-

(42,089)

-

(42,089)

Net loss

-

-

-

(7,357)

(7,357)

Balance – June 30, 2012

12,500,000

$12,500

$(19,589)

$(13,307)

$(20,396)




See Notes to the Financial Statements.








24



MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Statements of Cash Flows


 

 



For the year ended

June 30, 2012

 

For the period June 24, 2011 (inception) through

June 30, 2011

 

For the period June 24, 2011 (inception) through

June 30, 2012

 

 

 

 

 

 

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

$

(7,357)

$

(5,950)

$

(13,307)

Amortization

 

900

 

-

 

900

Shares issued for organizational expense

 

-

 

5,500

 

5,500

Adjustments to reconcile net loss to cash (used in) operating activities:

 

 

 

 

 

 

Change in accounts payable/accrued expenses

 

1,110

 

450

 

1,560

Net Cash Provided by (Used in) Operating Activities

 

(5,347)

 

-

 

(5,347)

CASH FLOW FROM INVESTING ACTIVITIES

 

-

 

-

 

-

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from common stock offering

 

25,000

 

-

 

25,000

Deferred offering costs paid

 

(22,089)

 

-

 

(22,089)

Loan proceeds from unrelated parties

 

11,650

 

-

 

11,650

Payments on loans from unrelated parties

 

(9,750)

 

-

 

(9,750)

Loans from related parties

 

7,100

 

-

 

7,100

Payments on loans from related parties

 

(5,200)

 

-

 

(5,200)

Net Cash Provided by (Used in) Financing Activities

 

6,711

 

-

 

6,711

CHANGE IN CASH

 

1,364

 

-

 

1,364

CASH AT BEGINNING OF PERIOD

 

-

 

-

 

-

CASH AT END OF PERIOD

$

1,364

$

-

$

1,364

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-

Non-cash investing and financing activities:

 

 

 

 

 

 

Stock issuance for websites and domain names

$

-

$

4,500

$

4,500

 

 

 

 

 

 

 



See Notes to the Financial Statements.




25




MIRAGE CAPITAL CORPORATION

(fka ALTERNATIVE ENERGY MEDIA, INC.)

(a Development Stage Company)

Notes to the Financial Statements

June 30, 2012


NOTE 1 – ORGANIZATION


Mirage Capital Corporation (fka Alternative Energy Media, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011. The Company issued 5,500,000 shares of its common stock to its founder following inception in exchange for organizational costs incurred upon incorporation. On June 28, 2011 the Company issued 4,500,000 shares of its common stock to Windstream Partners, LLC (“Windstream”), as consideration for the purchase of 3 websites and/or domain names. Windstream paid $4,500 to acquire the domain names and websites. The acquisition was valued at $4,500. The Company issued 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 (the “offering”) with the United States Securities and Exchange Commission (the “SEC”). Investors paid $0.01 per share for a total of $25,000.


The Company has not generated revenues from its planned principal operations and is considered a development stage company as that term is defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification (“ASC”) 915, Development Stage Entities.


The Company provides Internet search and advertising services that facilitate access to alternative energy information on the Internet relevant to specific topics of interest, products and related services.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


a. Basis of Accounting


The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a June 30, year-end.


b. Cash Equivalents


For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.


c. Stock-based Compensation


The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.


d. Use of Estimates and Assumptions


Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The Company has adopted the provisions of ASC 260.  


e. Earnings (Loss) per Share


The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.



26




f. Income Taxes


Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


No provision was made for Federal income tax.  


g. Advertising


Advertising will be expensed in the period in which it is incurred. There has been no advertising expense in the reporting period presented.


h. Related Software Costs


Certain direct purchase and related development costs associated with software are capitalized and include external direct costs for services and payroll costs. These costs include employees devoting time to the software projects principally related to software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and will be amortized over a period of three to five years beginning when the asset is substantially ready for use. Costs incurred during the project stage, as well as maintenance and training costs are expensed as incurred.


i. Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (“JOBS Act”), which establishes a new category of issuer called an emerging growth company (“EGC”). Under the JOBS Act, an EGC is defined as an issuer with total annual gross revenues less than $1 billion during its most recently completed fiscal year. An issuer continues to be eligible for EGC status until the earliest of (1) the last day of the fiscal year during which it had total annual gross revenues of $1 billion or more (as indexed for inflation in the manner set forth in the JOBS Act), (2) the last day of the fiscal year of the issuer following the fifth anniversary of the date of its initial public offering (IPO), (3) the date on which it issued more than $1 billion in non-convertible debt in the previous three-year period, or (4) the date on which it became a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934.


Among other requirements, the JOBS Act exempts an EGC from the requirements to adopt new or revised accounting standards that are effective for public companies. Instead, the effective dates for private companies for such standards will apply to an EGC. Section 107(b) of the JOBS Act permits an EGC to “opt out” of the accounting standard exemption and apply new or revised accounting standards on the same basis as a public company.


The Company’s does not qualify as an EGC due to the date of its effective registration statement on Form S-1.


In July 2012, the FASB issued the Accounting Standards Update or ASU, 2012-02, Intangibles-Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment, that allows entities to have the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with ASC 350-30. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.



27




In December 2011, the FASB issued the ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, that deferred the effective date for amendments to the presentation of reclassifications of items out of other comprehensive income. ASU 2011-12 was issued to allow the FASB time to re-deliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. During the re-deliberation period, entities will continue to report reclassifications out of accumulated other comprehensive income using guidance in effect before ASU 2011-05 was issued. ASU 2011-05 is to be applied retrospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The Company does not expect the adoption of these provisions to have a material effect on its financial statements.


In September 2011, the FASB issued the ASU 2011-08, Intangibles—Goodwill and Other: Testing Goodwill For Impairment, that allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If any entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.


In June 2011, the FASB issued the ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income. The new guidance requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new guidance also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2011. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.


In May 2011, FASB issued ASU 2011-04, which generally represents clarifications of Topic 820, Fair Value Measurement , but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU 2011-04 results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards, or IFRSs. ASU 2011-04 should be applied prospectively and is effective for annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not expect the adoption of this ASU 2011-04 to have an impact on its financial statements.


NOTE 3 – GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $23,996 and a deficit accumulated during the development stage of $13,307 at June 30, 2012.  As of June 30, 2012, the Company had not generated any revenue and had no committed sources of capital or financing.


While the Company is attempting to generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.   The Company’s budget for the next twelve months calls for approximately $25,000 - $50,000 for operational working capital and professional fees to maintain the requirements of being a public company, an estimated $15,000 - $40,000 per website to redevelop and enhance their functionality and revenue generation potential, and an additional $8,000 to $16,000 in marketing expenses for each website. Management believes the Company can raise adequate capital to keep the Company functioning for at least the next twelve months through June 30, 2013.    


Management believes sufficient funding can be secured by obtaining loans, as well as offerings of preferred and common stock through private placements to institutional and other finance sources. However, no assurance can be given that the Company can obtain additional working capital, or if obtained, that such funding will not cause substantial dilution to shareholders of the Company. If the Company is unable to raise additional funds, it may be forced to change or delay its contemplated business plan. Management believes the process and probability to raise additional capital will be easier to accomplish and be more cost effective once the Company becomes a publicly traded company.


The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



28




NOTE 4 – SHARE CAPITAL


The Company is authorized to issue 100,000,000 shares of common stock and 1,000,000 shares of preferred stock. The Company issued 5,500,000 shares of its common stock to its incorporator, chief executive officer and president for organizational services rendered. These services were valued at $5,500. Following its formation, the Company issued 4,500,000 shares of its common stock to Windstream, as consideration for the purchase of 3 websites and/or domain names. Windstream paid $4,500 to acquire the domain names and websites. The acquisition of the websites and/or domain names were valued at $4,500.  The Company issued 2,500,000 shares of its common stock to 20 investors who purchased their shares under a registration statement filed on Form S-1 with the SEC. Investors paid $0.01 per share for a total of $25,000.


At June 30, 2012, there were 12,500,000 shares of common stock issued and outstanding.


NOTE 5 – LOANS - UNRELATED PARTY  


During the year ended June 30, 2012 the Company received $11,650 in loan proceeds from two unrelated parties who are business acquaintances of our shareholder and founder in order to fund working capital expenses and the costs of our offering. These loans were unsecured and carry no interest rate or repayment terms.


The Company repaid $9,750 of these loans to the two unrelated parties. As of June 30, 2012, the Company had an outstanding loan balance – unrelated party of $1,900.


NOTE 6 – LOANS - RELATED PARTY


During the year ended June 30, 2012 the Company received $7,100 in loan proceeds from a corporate entity affiliated with a shareholder of the Company, in order to fund working capital expenses and the costs of our offering. This loan is unsecured and carries no interest rate or repayment terms.


The Company repaid $5,200 of this loan to the related party. As of June 30, 2012, the Company had an outstanding loan balance – related party of $1,900.


NOTE 7 –ADDITIONAL PAID IN CAPITAL


Deferred offering costs related to the offering have been charged to Additional Paid-in Capital. Deferred offering costs totaled $42,089 and consisted primarily of legal fees and other costs related to our offering. Legal fees of $20,000 remain an obligation of the Company and are included in accrued expenses as of June 30, 2012.


NOTE 8 – INCOME TAXES


As of June 30, 2012, the Company had net operating loss carry forwards of $13,307 that may be available to reduce future years’ taxable income through 2032.


 

 

As of June 30, 2012

 

 

 

Deferred tax assets:

 

 

Net operating tax carryforwards

$

5,190

Other

 

-

Gross deferred tax assets

 

5,190

Valuation allowance

 

(5,190)

 

 

 

Net deferred tax assets

$

-


Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income.  As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.



29




NOTE 9 - SUBSEQUENT EVENTS


In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events occurring after June 30, 2012 and through the date of issuance of these audited financial statements.  


On August 7, 2012, two investors acquired ten million (10,000,000) shares of the Company’s issued and outstanding common stock, representing 80% of the total issued and outstanding common stock. The purchase of the shares was negotiated in an arms-length transaction. On August 7, 2012 one of the sellers of the shares reimbursed legal fees due and owing to our legal counsel, and in turn forgave that obligation due and owing to the seller in the amount of $20,000.


As part of the purchase of the shares, the following changes to the Company's directors and officers occurred:


On August 7, 2012, Mr. Matthew J. Zouvas resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.


On August 7, 2012, Mr. Kebi Huang Shi Yong was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.


On August 19, 2012, the Company filed an amendment to the Certificate of Incorporation which changed the name of the Company to Mirage Capital Corporation.




30




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


We have had no disagreements with accountants on accounting and financial disclosure.


ITEM 9A. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance.


At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.


Management's Report on Internal Control over Financial Reporting


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.


As of and for the period ending June 30, 2012, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was effective as of June 30, 2012.


This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm.


Limitations on the Effectiveness of Controls


Management has confidence in its internal controls and procedures. Management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.


ITEM 9B. OTHER INFORMATION


None.



31





PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


Directors and Executive Officers


The following table sets forth certain information regarding the executive officer and director of Mirage Capital Corporation as of June 30, 2012.


All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. Officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:



Name

Positions Held
with the Company


Age

Date First Elected or

Appointed


Kebi Huang Shi Yong


Director, Chairman, President and Chief Executive Officer, Chief Financial Officer, and Secretary & Treasurer


42


August 7, 2012


The board of directors has no nominating, audit or compensation committee at this time.


Term of Office


Each director is elected by the board of directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.


Kebi Huang Shi Yong – Mr. Huang, is the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director. Mr. Huang is an accountant and certified tax representative in the People’s Republic of China (“China”). Since 2012 has worked with Falcon Certified Public Accountants Ltd. in Hong Kong overseeing the firm’s various business operations in China. Mr. Huang graduated from Guizhou Financial & Economic University in 1991, majoring in Accounting and Finance. Mr. Huang worked for a German-owned company in Shenzhen, Guangdong Province, China, as a Financial Director during 2004 to 2009. In 2009, Mr. Huang worked for an American-owned company in Kaiping, Guangdong Province, China as a Financial Director. Mr. Huang’s many years of experience in management, accounting and finance will provide the Company the strategic direction and management that is necessary both here in the US and in China.


Section 16(a) Beneficial Ownership Reporting Compliance


Based solely upon a review, and other information known to the Company, during and with respect to the fiscal year ended June 30, 2012, we believe that all directors, officers and beneficial owners of more than 10 percent of our registered shares timely filed all reports required by Section 16(a) of the Exchange Act.


Employment Arrangements


None of our officers, directors, or employees are party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are no personal benefits available for directors, officers or employees of the Company.



32




ITEM 11. EXECUTIVE COMPENSATION


Executive Compensation


The following table sets forth the salaries and director fees we paid to our current (none) and former executive officer in our most recent fiscal year ended June 30, 2012 and for the period June 24, 2011(inception) through June 30, 2011:


SUMMARY COMPENSATION TABLE

Name and principal

position

(a)

Year

(b)

Salary

($)

(c)

Bonus ($)

(d)

Stock

Awards ($)

(e)

Option

Awards ($)

(f)

Non-Equity

Incentive Plan

Compensation

($)

(g)

Nonqualified

Deferred

Compensation

Earnings

($)

(h)

All Other

Compensation

($)

(i)

Total

($)

(j)

1 Matthew J. Zouvas

Former CEO, former CFO and former director

2012

-

-

-

-

-

-

-

-

 

2011

-

-

-

-

-

-

5,000

5,000


Grants of Plan-Based Awards Table

 

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal years ended June 30, 2012 and 2011.

 

Options Exercised and Stock Vested Table

 

None of our named executive officers exercised any stock options, and no restricted stock units held by our named executive officers vested, during the fiscal years ended June 30, 2012 and 2011.


Outstanding Equity Awards at Fiscal Year-end Table

 

None of our named executive officers held any unexercised options and unvested stock awards previously awarded as of June 30, 2012.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of October 15, 2012, by: (i) our director; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.


Name and Address of Beneficial Owner

Amount and Nature of Beneficial

Shares Owned(1)

Percent of Outstanding

Ownership(2)

Kebi Huang Shi Yong (3)

CEO, CFO and Director

0

0.0%

 

 

 

Harmony Innovation Investment International Limited (4)

9,375,000

75.0%

 

 

 

Low Seng Kai(5)

625,000

5.0%

 

 

 

All officers and directors as a group (1)

0

0.0%




33




Notes:

 (1) Based on 10,000,000 shares of common stock issued and outstanding as of October 15, 2012. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

 (2) No officers, directors, or 5% shareholders, have the right to acquire any additional common shares of the Company within sixty (60) days of this report.

 (3) Kebi Huang Shi Yong is the Company's President, CEO, CFO, Treasurer, Secretary and Director.

(4) Harmony acquired their shares from a private transaction.

(5) Kai acquired their shares from a private transaction.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


Related Party Transactions


Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.


Director Independence


For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB, on which we have made an application to have our shares of common stock quoted, does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.


According to the NASDAQ definition, Kebi Huang Shi Yong (Mr. Huang) is not an independent director because he currently holds the title of an officer of the Company.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS CPA’s”) for the audit of the Company’s annual financial statements for the year ended June 30, 2012 and for the period June 24, 2011 (inception) through June 30, 2011 and fees billed for other services rendered by PLS CPA’s during those periods. All services reflected in the following fee table for 2012 and 2011 were pre-approved, respectively, in accordance with the policy of the Board of Directors.


 

 

 

 

 

 

 

June 30, 2012

 

June 30, 2011

Audit fees (1) - PLS CPA’s

$

8,000

$

-

Audit-related fees - PLS CPA’s

 

-

 

-

Tax fees - PLS CPA’s

 

-

 

-

All other fees - PLS CPA’s

 

-

 

-

Total Fees

$

8,000

$

-


Notes:

(1) Audit fees consist of audit and review services, consents and review of documents filed with the SEC.


In its capacity, the Board of Directors pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board of Directors will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board of Directors pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.




34




PART IV

ITEM 15. EXHIBITS


Mirage Capital Corporation includes by reference the following exhibits:


*3.1

 

Articles of Incorporation

*3.2

 

By-Laws

*10.1

 

Agreement regarding Conflict of Interest

**10.2

 

Agreement between the Company and Windstream Partners, LLC

23.1

 

Consent of PLS CPA, A Professional Corp.

*99.1

 

Copy of Subscription Agreement

*99.2

 

Escrow Agreement

101

 

INS XBRL Instance Document

101

 

SCH XBRL Taxonomy Extension Schema

101

 

CAL XBRL Taxonomy Extension Calculation Linkbase

101

 

DEF XBRL Taxonomy Extension Definition Linkbase

101

 

LAB XBRL Taxonomy Extension Labels Linkbase

101

 

PRE XBRL Taxonomy Extension Presentation Linkbase


* Filed with the SEC on August 11, 2011 as part of our Registration Statement on Form S-1 and incorporated herein by this reference
** Filed with the SEC on September 26, 2011 as part of our Registration Statement on Form S-1 Pre-effective Amendment #1 and incorporated herein by this reference




35





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: October 15, 2012

Mirage Capital Corporation

(the registrant)


By: /s/ Kebi Huang Shi Yong                    

By: Kebi Huang Shi Yong, President, CEO, Principal Executive Officer, Treasurer, Chairman, Principal Financial Officer and Principal Accounting Officer









36


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